Terms of Service

1. Acceptance of Terms

By creating an account on MediPlace (mediplace.ca) or using any part of the platform, you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, our Cookie Policy, and our Acceptable Use Policy. Together, these documents form the complete agreement between you and Montserrat Technologies Inc. ("we", "us", "MediPlace").

If you do not agree to these Terms, you must not use MediPlace. We recommend that you read these Terms carefully before creating an account.

MediPlace is designed for healthcare professionals and clinic owners operating in Canada. By using the platform, you represent that you are at least 18 years of age and have the legal capacity to enter into this agreement.

2. Description of Service

MediPlace is a business-to-business (B2B) online marketplace that connects clinic owners who have available clinical rooms with healthcare practitioners who need space to see their clients.

The platform allows clinic owners to create listings describing their available spaces (including room type, photos, amenities, availability, and pricing) and allows practitioners to browse, filter, and send inquiries about those spaces.

2.1 What MediPlace Does

• Provides a platform for clinic owners to publish room listings
• Provides search and filtering tools for practitioners to find suitable spaces
• Facilitates initial contact between clinic owners and practitioners through an inquiry system
• Automatically translates listings between English and French
• Processes subscription payments for clinic owners

2.2 What MediPlace Does NOT Do

MediPlace is an intermediary. We facilitate introductions — nothing more. Specifically:

• We are NOT a party to any rental or subletting agreement that may result from connections made on the platform. Any arrangement between a clinic owner and a practitioner is strictly between those two parties.
• We do NOT verify, inspect, or certify the spaces listed on the platform. Clinic owners are solely responsible for the accuracy of their listings and the quality, safety, and regulatory compliance of their spaces.
• We do NOT verify professional credentials. We do not confirm that practitioners hold valid licenses, certifications, or insurance. Clinic owners are responsible for performing their own due diligence before entering into any rental arrangement.
• We do NOT provide legal, regulatory, or insurance advice. Users are responsible for ensuring that their use of shared clinical space complies with all applicable laws, professional regulations, zoning bylaws, insurance requirements, and lease terms.
• We do NOT handle or mediate disputes between clinic owners and practitioners. If a dispute arises from a rental arrangement, it is between the parties involved.

3. Accounts

3.1 Account Creation

To use certain features of MediPlace, you must create an account. When creating an account, you agree to provide accurate, current, and complete information. You may register as a clinic owner, a practitioner, or both.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at [email protected] if you become aware of any unauthorized use of your account.

We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 One Account Per Person

Each individual may maintain only one MediPlace account. Creating multiple accounts to circumvent platform rules, subscription limits, or enforcement actions is prohibited.

3.4 Account Accuracy

You agree to keep your account information up to date. If we discover that account information is materially inaccurate or misleading, we may suspend or terminate your account.

4. Subscriptions and Billing

4.1 Subscription Plans

Clinic owners who wish to publish listings on MediPlace must subscribe to a paid plan. Practitioners can browse listings and send inquiries for free. Current subscription plans and pricing are displayed on mediplace.ca/for-owners. We reserve the right to modify our plans and pricing at any time, with 30 days' notice to existing subscribers.

4.2 Billing

Subscriptions are billed monthly in Canadian dollars (CAD). All prices are exclusive of applicable taxes, which will be added at checkout as required by law. Payments are processed by our third-party payment processor. MediPlace does not store, process, or have access to your credit card or bank account information.

4.3 No Long-Term Contracts

All subscriptions are month-to-month unless otherwise specified in a promotional offer. There are no long-term commitments or cancellation penalties for standard monthly subscriptions.

4.4 Cancellation

You may cancel your subscription at any time through your account settings. Upon cancellation:

• Your subscription remains active until the end of your current billing period.
• Your listings will be unpublished at the end of the billing period.
• You will not be charged for subsequent billing periods.
• No prorated refunds are issued for partial billing periods.

4.5 Failed Payments

If a payment fails, we will attempt to process it again according to our payment processor's retry schedule. If payment cannot be collected after reasonable attempts, your subscription may be suspended and your listings unpublished until payment is resolved.

4.6 Founding Member and Promotional Pricing

From time to time, MediPlace may offer promotional pricing, founding member discounts, or special offers. These offers are subject to their own specific terms, which will be communicated at the time of the offer. Promotional pricing may include a lock-in period during which the discounted rate is guaranteed, provided the subscription remains active and in good standing.

4.7 Refund Policy

Because MediPlace provides immediate access to platform features upon subscription, we generally do not offer refunds. However, if you experience a technical issue that prevents you from using the service, please contact us at [email protected] and we will work with you to find a fair resolution.

5. Listings and User Content

5.1 User-Generated Content

MediPlace allows clinic owners to create listings that include text descriptions, photos, pricing, availability, and other information ("User Content"). You retain ownership of all User Content you submit to MediPlace.

5.2 License to MediPlace

By submitting User Content to MediPlace, you grant us a non-exclusive, royalty-free, worldwide license to use, display, reproduce, translate, and distribute your User Content solely for the purpose of operating and promoting the MediPlace platform. This includes:

• Displaying your listings on mediplace.ca
• Translating listing content between English and French
• Including listing information in search results and platform communications
• Displaying excerpts or thumbnails of listings in promotional materials for MediPlace

This license exists only for as long as your content is on the platform. When you delete a listing or your account, this license terminates, and we will remove your content within 30 days.

5.3 Listing Accuracy

Clinic owners are solely responsible for the accuracy, completeness, and legality of their listings. You represent and warrant that:

• All information in your listing is accurate, current, and not misleading.
• All photos are genuine representations of the actual space being offered.
• You have the legal right to offer the space (you own the space, or your lease permits subletting or room sharing).
• The space complies with all applicable health and safety standards, building codes, zoning regulations, and accessibility requirements.
• The pricing displayed is accurate and includes all mandatory fees (or clearly discloses additional fees).

5.4 Prohibited Listing Content

Listings must not include:

• Spaces that are not healthcare-related clinical spaces
• False, misleading, or deceptive descriptions or photos
• Content that infringes on any third party's intellectual property rights
• Discriminatory language or conditions (based on race, ethnicity, gender, sexual orientation, disability, religion, or any other protected ground)
• Personal contact information intended to circumvent the MediPlace inquiry system

We reserve the right to remove any listing that violates these requirements, with or without notice. Repeated violations may result in account suspension or termination. See our Acceptable Use Policy for full details.

5.5 No Endorsement

The presence of a listing on MediPlace does not constitute our endorsement, verification, or recommendation of the space, the clinic owner, or any services provided at that location.

6. Inquiries and Communications

6.1 Inquiry System

Practitioners can send inquiries to clinic owners through the MediPlace platform. When a practitioner submits an inquiry, their name, email address, phone number, and message are shared with the clinic owner.

6.2 Communication Between Users

Once an inquiry is sent, any further communication between the clinic owner and the practitioner happens outside of MediPlace (via email, phone, or other means). MediPlace does not monitor, moderate, or archive these communications.

6.3 Communication Standards

All communications initiated through MediPlace must be professional, relevant to clinical space sharing, and respectful. Users must not use the inquiry system to send spam, unsolicited marketing, or harassing messages. See our Acceptable Use Policy for full communication standards.

7. MediPlace as Intermediary

This section is important. Please read it carefully.

MediPlace is a platform that facilitates introductions between clinic owners and practitioners. We are not a real estate broker, a rental agency, a property manager, or a party to any rental arrangement.

7.1 No Rental Relationship

MediPlace is not a party to any agreement, arrangement, or understanding between a clinic owner and a practitioner regarding the use of clinical space. Any rental terms, conditions, pricing, scheduling, insurance requirements, or other arrangements are negotiated and agreed upon directly between the clinic owner and the practitioner.

7.2 No Verification or Guarantee

MediPlace does not verify, certify, or guarantee:

• The accuracy or completeness of any listing information
• The quality, safety, cleanliness, or regulatory compliance of any listed space
• The professional credentials, licenses, insurance, or conduct of any user
• The suitability of any space for any particular profession or practice
• The financial reliability or creditworthiness of any user

7.3 User Responsibility

Both clinic owners and practitioners are responsible for:

• Conducting their own due diligence before entering into any rental arrangement
• Verifying professional credentials, licenses, and insurance as appropriate
• Ensuring compliance with all applicable laws, regulations, professional standards, and insurance requirements
• Negotiating and documenting their own rental terms in a written agreement
• Obtaining appropriate insurance coverage for their respective activities

7.4 Recommendation

We strongly recommend that clinic owners and practitioners formalize any rental arrangement in a written agreement that addresses, at minimum: rental fees and payment terms, scheduling and access, insurance and liability, cancellation and termination, compliance with professional and regulatory requirements, and any other terms relevant to the specific arrangement.

8. Intellectual Property

8.1 MediPlace's Intellectual Property

The MediPlace platform, including its design, code, features, branding, logos, and all associated content created by Montserrat Technologies Inc., is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works based on any part of the MediPlace platform without our prior written consent.

8.2 Your Intellectual Property

You retain all ownership rights to your User Content. The license you grant us under Section 5.2 is limited to operating the platform and does not transfer ownership of your content.

8.3 Feedback

If you provide us with suggestions, ideas, or feedback about the platform, you grant us the right to use that feedback for any purpose without obligation or compensation to you.

9. Prohibited Uses

In addition to the specific prohibitions described elsewhere in these Terms and in our Acceptable Use Policy, you agree not to:

• Use MediPlace for any purpose other than finding or offering healthcare-related clinical space
• Violate any applicable law, regulation, or professional standard
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Interfere with or disrupt the platform, servers, or networks connected to MediPlace
• Attempt to gain unauthorized access to any part of the platform, other accounts, or computer systems
• Use automated tools (bots, scrapers, crawlers) to access, collect data from, or interact with MediPlace without our prior written consent
• Circumvent or attempt to circumvent any access controls, rate limits, or security measures
• Use the platform to collect personal information about other users for purposes unrelated to clinical space sharing
• Post listings for spaces that are not healthcare-related clinical environments

10. Limitation of Liability

10.1 Platform Provided "As Is"

MediPlace is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, Montserrat Technologies Inc. disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant that any information on the platform is accurate, complete, reliable, or current.

10.2 Limitation of Damages

To the maximum extent permitted by the laws of the Province of Québec, Montserrat Technologies Inc., its directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of MediPlace, including but not limited to:

• Loss of revenue, profits, business, or anticipated savings
• Loss of data or goodwill
• Damages arising from any rental arrangement entered into through connections made on the platform
• Damages arising from the conduct of any user, whether on or off the platform
• Damages arising from unauthorized access to or alteration of your data

10.3 Maximum Liability

In any event, our total aggregate liability to you for all claims arising out of or related to these Terms or your use of MediPlace shall not exceed the total amount you paid to MediPlace in subscription fees during the twelve (12) months immediately preceding the event giving rise to the claim.

10.4 Applicable Law

Nothing in this section limits or excludes liability that cannot be limited or excluded under the laws of the Province of Québec, including liability for gross negligence, intentional fault, or as otherwise provided by the Civil Code of Québec.

11. Indemnification

You agree to indemnify, defend, and hold harmless Montserrat Technologies Inc., its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of MediPlace
• Your User Content
• Your violation of these Terms or any applicable law
• Any rental arrangement you enter into with another user
• Any dispute between you and another user
• Your negligence or willful misconduct

12. Suspension and Termination

12.1 Termination by You

You may close your account at any time through your account settings or by contacting us at [email protected]. Upon account closure, your listings will be unpublished, and your personal information will be handled in accordance with our Privacy Policy.

12.2 Suspension or Termination by MediPlace

We may suspend or terminate your account, with or without notice, if:

• You violate these Terms, our Acceptable Use Policy, or any applicable law
• Your account information is materially inaccurate or misleading
• Your subscription payment cannot be collected after reasonable attempts
• We reasonably believe your account has been compromised
• We are required to do so by law or regulation
• We cease operating the MediPlace platform

12.3 Effect of Termination

Upon termination of your account:

• Your right to access and use MediPlace immediately ceases.
• All active listings are unpublished.
• You remain liable for any obligations incurred before termination, including any amounts owed.
• Sections of these Terms that by their nature should survive termination will survive, including Sections 5.2 (license for content already distributed), 7 (intermediary), 10 (limitation of liability), 11 (indemnification), 13 (governing law), and 14 (dispute resolution).

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, including the Civil Code of Québec. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Any reference to statutory provisions shall include those provisions as amended or replaced from time to time.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal legal proceedings, you agree to first contact us at [email protected] to attempt to resolve the dispute informally. We will make reasonable efforts to resolve any dispute within 30 days of receiving your notice.

14.2 Jurisdiction

If informal resolution is not successful, any dispute arising out of or relating to these Terms or the use of MediPlace shall be submitted to the exclusive jurisdiction of the courts of the judicial district of Montréal, Province of Québec. You consent to the personal jurisdiction and venue of these courts.

14.3 Mediation

As an alternative to court proceedings, either party may propose mediation before a mediator accredited by a recognized Québec mediation body. Participation in mediation is voluntary and without prejudice to either party's right to pursue legal remedies.

14.4 Class Action Waiver

To the extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as part of a class, consolidated, or representative action.

15. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, practices, technology, legal requirements, or other factors. When we make material changes, we will:

• Update the "Last updated" date at the top of these Terms
• Notify registered users by email at least 30 days before significant changes take effect
• Post the updated Terms on mediplace.ca

Your continued use of MediPlace after changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the platform and close your account.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and Acceptable Use Policy, constitute the entire agreement between you and Montserrat Technologies Inc. regarding your use of MediPlace. They supersede any prior agreements or understandings, whether oral or written.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable, while preserving its original intent.

16.3 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. A waiver of any provision is only effective if it is in writing and signed by Montserrat Technologies Inc.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of our assets, provided the successor assumes the obligations under these Terms.

16.5 Force Majeure

Montserrat Technologies Inc. shall not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, internet outages, or failures of third-party service providers.

16.6 Language

These Terms are available in English and French. Both versions are legally binding. In the event of any inconsistency between the English and French versions, the French version shall prevail for any dispute arising under the laws of the Province of Québec, and the English version shall prevail for all other purposes.

16.7 Notices

We may send you notices by email to the address associated with your account, or by posting on the platform. You may send notices to us at:

Montserrat Technologies Inc.
Attn: Legal
Montréal, QC, Canada
Email: [email protected]

17. Contact Information

For any questions or concerns about these Terms of Service, please contact:

Montserrat Technologies Inc.
Montréal, QC, Canada
Email: [email protected]
Website: mediplace.ca